Buying a Business in Dubai: How to Check the Asking Price Before You Pay

By Bill Anderson, FCCA, Chief Executive Officer, Assetica — 2026-09-14

Direct Answer: Before you buy a business in Dubai, treat the asking price as the seller's opening position, not its value. Rebuild the real earnings by reconciling two to three years of accounts, VAT returns and bank statements, normalise EBITDA, apply an indicative sector multiple, then adjust for owner dependence, customer concentration, lease term and unaudited books. Confirm licence, lease, gratuity and tax positions before you sign.

You have a listing open. It shows a business for sale in Dubai, a revenue figure, perhaps a profit figure, and an asking price. The marketplace will not tell you whether the price is fair, what the numbers are hiding, or what you inherit when the shares move into your name.

This guide covers the stage between finding a listing and making an offer: how to test the price, what to verify, which UAE points to confirm, and how to build protection into the deal.

Buyer checking financial statements and VAT returns before making an offer on a business for sale in Dubai

Why the asking price is not the value

Most listing prices are set by the seller, sometimes with a broker, and very few are built from transferable earnings. In practice they tend to be anchored on one of three things: a multiple of revenue, the cost of the fit-out and equipment, or the number the owner needs to retire, repay a loan or fund the next venture.

None of those is what you are buying. Revenue is not profit, and two businesses with the same turnover can be worth very different amounts, a point our story on revenue versus value makes in detail. Fit-out cost is money already spent, and a buyer pays for what the fit-out earns, not what it cost. The owner's personal target is irrelevant to you.

What a business is worth to a buyer is the profit it will reliably produce once the current owner has left, priced for the risk that it will not. That is the number you need to rebuild. The asking price is simply where the negotiation starts.

How to check the seller's numbers

A profit figure in a listing or information memorandum is a claim. Your first job is to test it against independent evidence. Ask for at least two, and ideally three, years of the following:

Financial statements, audited if they exist, with management accounts for the current year to date.
VAT returns as filed with the FTA for the same periods.
Bank statements for every account the business uses, not a summary.
Corporate tax registration and any returns filed, plus the trade licence and memorandum of association.

Then reconcile all three sources. Revenue in the accounts should broadly agree with the sales declared on the VAT returns, and both should be supported by deposits in the bank. Timing differences are normal; large, persistent gaps are not.

If the accounts show more revenue than the VAT returns, you need to know why. If the bank shows less money arriving than either, you need to know where the rest went. If the seller explains that a meaningful part of sales is cash that was never recorded, treat that revenue as worth nothing to you. You cannot evidence it, and it raises questions about the tax history you would inherit in a share purchase.

The business valuation checklist lists the documents a valuer would request, and it doubles as a sensible request list to send a seller.

How to normalise EBITDA before applying a multiple

Once revenue is verified, rebuild earnings as the business will run under your ownership. Normalisation moves the number in both directions.

Deduct a market salary for the owner. Many owners draw money out of the business rather than paying themselves a salary, which flatters EBITDA. If you, or a manager you hire, will have to do the owner's job, the cost of doing it belongs in the numbers.

Strip out one-off and personal costs. A single legal bill, a relocation, family cars or school fees run through the company can legitimately be added back, which raises earnings. The same logic removes one-off income, such as a one-time contract or an insurance receipt.

Question every add-back the seller cannot evidence. Sellers commonly present an adjusted EBITDA with a list of add-backs. Each one should be supported by an invoice, a contract or a bank entry. An add-back with no paperwork is an opinion, and you should not pay a multiple for an opinion.

The result is normalised EBITDA: the figure the multiple is applied to. Every dirham that is removed here comes off the price several times over.

How to value a business before buying it

For most established small and mid-sized businesses, the practical starting point is a multiple of normalised EBITDA. Assetica publishes indicative reference ranges, which are a starting point for analysis rather than quotes:

Retail and F&B: 3x to 5x normalised EBITDA; trading and distribution 3x to 6x.
Logistics and transport and manufacturing and industrial: 4x to 7x; professional services broadly 4x to 8x.
Real estate services: 5x to 9x. Healthcare and pharma: 6x to 10x. Financial services and fintech: 6x to 12x.
Technology and SaaS: 8x to 15x for established businesses, where retention and growth are strong, and SaaS is often priced on recurring revenue instead.

Our guide to UAE valuation multiples explains where these ranges come from. Where a business sits inside its range depends on risk. Heavy owner dependence, one customer dominating revenue, a lease with little time left and unaudited books all push it towards the bottom, or below. These are the same discounts buyers apply before making an offer.

An illustrative worked example

The figures below are illustrative only and describe no real business. A trading company is listed at AED 4 million. The seller presents adjusted EBITDA of AED 1 million, so the asking price looks like a reasonable 4x.

Step (illustrative)	AED
Seller's adjusted EBITDA	1,000,000
Less: market salary for the owner's role, which the owner never took	(300,000)
Less: add-backs with no supporting paperwork	(100,000)
Normalised EBITDA	600,000
Indicative trading range, 3x to 6x	1,800,000 to 3,600,000
Asking price as a multiple of normalised EBITDA	About 6.7x

Now add what due diligence found: the owner holds the main supplier relationships, the lease has just over a year to run, and the accounts are unaudited. Each of those points argues for the lower half of the range, not the top. On these illustrative numbers, an asking price of AED 4 million sits above the top of that range, and the diligence findings argue for the lower half of it rather than the top.

That figure is also an enterprise value. What you pay for the shares is enterprise value less debt, adjusted for cash and working capital, as explained in enterprise value versus equity value. For a quick first view of a listing, the business valuation calculator gives an indicative range in a few minutes.

Share purchase or asset purchase: what you inherit

How the deal is structured changes what you are buying, and therefore what it is worth to you. Our guide to the asset deal versus share deal covers the mechanics.

In a share purchase, you buy the company itself. Its history comes with it: past tax and VAT positions, unpaid liabilities, staff entitlements, supplier disputes and anything else that happened before you arrived. The trade licence usually stays with the company, which is often why buyers prefer this route, but it is also why the investigation has to be thorough.

In an asset purchase, specific assets move to your entity, such as equipment, stock, contracts and the brand, and you choose what to leave behind. The trade-off is that some licences, permits and contracts may not transfer automatically and can need re-application or the counterparty's consent.

VAT also needs attention. Whether VAT applies to the price depends on whether the sale qualifies as a transfer of a going concern, which has conditions of its own. See VAT on selling a business as a going concern and confirm the treatment with a tax adviser before signing.

Looking at a listing right now?

Assetica does not broker deals, so it has no interest in whether you buy. An independent view of the price before you make an offer costs far less than overpaying.

Book a scoping call →

UAE checks to confirm before you sign

These are points to confirm with the seller, the relevant authority and your lawyer. They are not legal advice, and requirements differ between mainland and free zone entities.

Trade licence activity. Check that the licensed activities cover what the business actually does, and whether the licence transfers under your chosen structure.
How the transfer is registered. For a mainland LLC, a share transfer is documented through an amended memorandum of association and registered with the Department of Economy and Tourism. For a free zone company, it goes through that free zone's authority. Confirm the steps and timing before agreeing a completion date.
Landlord consent and lease term. Confirm whether the landlord must consent to the change of ownership, and how long the lease has left. A short remaining lease can make a location-based business worth far less, because the earnings may not survive renewal.
End-of-service gratuity. Gratuity entitlements accrue under UAE Labour Law as staff build service, and in a share deal the accrued liability comes with the company. Ask for a staff list with start dates and salaries and check whether the liability is provided for in the accounts.
Corporate tax. Confirm the company is registered and that required filings are up to date. Corporate tax is charged at 9 per cent on taxable income above AED 375,000, so earnings that were never declared carry exposure.
E-invoicing readiness. Businesses with revenue of AED 50 million or more must implement the e-invoicing system by 1 January 2027, and those below that by 1 July 2027. Find out whether the target's systems are ready, or budget for the work.

Red flags that should slow you down

None of these automatically kills a deal. Each one means you should verify more and, usually, pay less or structure more of the price as contingent.

Revenue that does not reconcile to the bank statements.
Large "cash sales" the seller says were never recorded.
One customer dominating revenue.
A lease expiring within the year, with no agreed renewal.
The owner is the business: clients, suppliers and staff all deal only with them.
Add-backs with no paperwork behind them.
Pressure to decide quickly, often with talk of another buyer waiting.

See the top acquisition deal risks for larger transactions.

How to protect yourself in the price and the contract

Due diligence reduces what you do not know. Deal terms deal with what remains. The main tools are simple in concept:

Holdbacks. Part of the price is retained, often in escrow, for an agreed period so that claims for problems discovered after completion can be met from it.

Earn-outs. Part of the price is paid later, only if the business hits agreed targets. This suits owner-dependent businesses where the earnings still have to be proved under new ownership. See earn-outs and deferred consideration for how to draft targets that are measurable.

Warranties and indemnities. The seller makes formal statements, such as that the accounts are accurate, and agrees to compensate you for specific risks, such as a tax exposure identified in diligence.

Completion accounts or a locked box. With completion accounts, the price is adjusted after completion once the actual cash, debt and working capital at that date are known. With a locked box, the price is fixed on a past balance sheet and the seller promises that no value has leaked out since, for example through dividends. Either works if it is drafted clearly.

When to pay for an independent valuation and due diligence

If the price is material to you, commission independent work before you make a binding offer, not after. A buy-side valuation tells you what the business is worth on verified numbers. Financial due diligence tests the quality of earnings, working capital, debt and the liabilities you would inherit. Our piece on M&A due diligence and valuation explains how the two fit together.

A standard Assetica report takes 5 to 7 business days from receipt of complete documents, or 2 to 3 days on an expedited basis. The fee depends on scope and complexity and is usually small relative to the purchase price and to the cost of overpaying. Our guide to business valuation cost in Dubai sets out what drives it.

Independence matters. Assetica does not audit and does not broker deals, so it has no stake in the number, and reports are prepared to IVS and the RICS Red Book.

What to do next

Before you make an offer, request the accounts, VAT returns and bank statements, reconcile them, and rebuild normalised EBITDA. If the gap between the asking price and what the verified earnings support is wide, you have your negotiating position, and the evidence for it.

If you want an independent view, book a scoping call and tell us about the listing. We will confirm the documents needed, the scope, and whether you need a buy-side valuation, financial due diligence, or a full M&A transaction valuation.

Check the price before you pay it

Independent buy-side valuation and financial due diligence from a firm that does not broker deals. Strictly confidential.

Book a scoping call →

This article is general information, not legal, tax or investment advice on any specific transaction. The worked example is illustrative and describes no real business. Multiples quoted are indicative reference ranges, not quotes. Confirm licensing, transfer and tax requirements with the relevant authority and your advisers.

Frequently Asked Questions

How do I know if the asking price for a business in Dubai is fair?

Rebuild the earnings yourself. Reconcile two to three years of accounts, VAT returns and bank statements, normalise EBITDA by adding a market salary for the owner and removing unsupported add-backs, then apply an indicative sector multiple and adjust for risks such as owner dependence and lease term. If the asking price implies a much higher multiple than verified earnings support, it is not fair.

How is business valuation calculated?

For most established small and mid-sized businesses, value starts with normalised EBITDA multiplied by an indicative sector multiple, for example 3x to 5x for trading, retail and F&B businesses. The multiple is then adjusted for risk. The result is an enterprise value, and debt, cash and working capital are adjusted to reach the price for the shares.

How much should I pay for a business valuation?

The fee depends on the scope, the purpose, the number of entities and the state of the records, so it is quoted after a scoping call rather than from a fixed list. For a buyer, the cost is usually small relative to the purchase price and to the risk of overpaying. A standard Assetica report takes 5 to 7 business days from complete documents.

How do I calculate the valuation of my business?

Start with verified revenue and profit, then normalise EBITDA by including a market salary for the owner's role and removing one-off and personal items. Apply an indicative multiple for your sector and move within the range according to owner dependence, customer concentration, lease security and the quality of your books. An online calculator gives a first indicative range.

Do I take on the seller's liabilities when buying a company in Dubai?

In a share purchase, yes. You buy the company with its history, including tax and VAT positions, unpaid liabilities and staff end-of-service gratuity accrued under UAE Labour Law. In an asset purchase you acquire chosen assets instead, although some licences, permits and contracts may need re-application or consent. Warranties, indemnities and holdbacks protect against what diligence cannot rule out.

What documents should I ask for before buying a business in Dubai?

Ask for two to three years of financial statements, management accounts for the current year, VAT returns, full bank statements, corporate tax registration and filings, the trade licence, the memorandum of association, the lease, key customer and supplier contracts, and a staff list with start dates and salaries so you can estimate end-of-service gratuity.

Speak to Assetica about Financial Due Diligence

Assetica is an independent business valuation firm in Dubai. We do not audit and we do not broker deals, so the number carries no conflict. Read more about financial due diligence, or book a scoping call. Standard reports are issued in five to seven business days.